NAVIOS MARITIME HOLDINGS INC. PROVIDES IMPORTANT REMINDER FOR ALL HOLDERS OF SERIES G AND SERIES H AMERICAN DEPOSITARY SHARES:
14 May 2024 - 6:02AM
Navios Maritime Holdings Inc. (“Navios Holdings” or the “Company”),
today provided a reminder of its previously announced tender offer
to purchase any and all outstanding Series G (CUSIP 63938Y100) and
Series H (CUSIP 63938Y308) American Depositary Shares (the “Series
G ADSs and the “Series H ADSs”, together the “ADSs”) for cash
pursuant to the terms previously described (the “Offer”).
The Offer The Company is offering to purchase
the ADSs as follows:If the Series G ADSs and Series H ADSs
are tendered on or before 5:00
p.m. (New York City time) on May 21, 2024 (“Early
Tender Date”):
- $5.75 in cash per share, less any
applicable withholdings taxes
If the Series G ADSs and Series H ADSs are
tendered before midnight (end of
day, New York City time) on June 7, 2024
(“Expiration Date”):
- $4.75 in cash per share, less any
applicable withholdings taxes
Under the terms of the Offer being made exclusively to existing
holders of Series G ADSs and Series H ADSs, the Company is offering
to acquire any and all of the outstanding Series G ADSs, each
representing 1/100th of a Share of 8.75% Series G Cumulative
Redeemable Perpetual Preferred Stock, and any and all of the
outstanding Series H ADSs, each representing 1/100th of a Share of
8.625% Series H Cumulative Redeemable Perpetual Preferred Stock,
less any applicable withholdings taxes, pursuant to the terms and
conditions set forth in the Offer to Purchase, dated May 10, 2024
(the “Offer to Purchase”). The exact details of the consideration
paid and tender acceptance are described in the Offer to Purchase,
dated May 10, 2024.
Expiration The Offer with respect to the Early
Tender Date will expire at 5:00 p.m., New York City time, on May
21, 2024.
Following the Early Tender Date, the Offer is scheduled to
expire at midnight (the end of the day), New York City Time, on
June 7, 2024, the Expiration Date.
The Depository Trust Company and its direct and indirect
participants will establish their own cutoff dates and times to
receive instructions to tender in this Offer to Purchase, which
will be earlier than the Expiration Date. You should contact your
broker or other securities intermediary to determine the cutoff
date and time applicable to you, in order to timely tender your
ADSs and participate in this Offer.
Complete Terms and Conditions Georgeson LLC is
acting as the Information Agent for the Offer. Citibank, N.A. is
acting as the Tender Agent for the Offer. The complete terms and
conditions of the Offer are set forth in the Offer to Purchase.
Copies of the Offer to Purchase may also be obtained from the
Information Agent: Georgeson LLC Call Toll-Free (866) 920-3054
Important Notices and Additional Information
This press release is for informational purposes only. This press
release is not a recommendation to buy or sell any of the Series G
ADSs, Series H ADSs, the underlying preferred shares or any other
securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell any of the Series G ADSs, Series H
ADSs, the underlying preferred shares or any other securities. This
press release shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale is
unlawful. In connection with the Offer, the Company has distributed
to the holders of Series G ADSs and Series H ADSs an Offer to
Purchase and related documents, which fully describe the terms and
conditions of the Offer. The Company is making the Offer only by,
and pursuant to the terms of, the Offer to Purchase. The Offer is
not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. None of the Company,
the Information Agent or the Tender Agent makes any recommendation
in connection with the Offer. The Company urges holders of Series G
ADSs and Series H ADSs to read the Offer to Purchase and related
disclosures (including all amendments and supplements) and to
consult with their tax, financial, etc. advisors before making any
decision with respect to the Offer. A free copy of the Offer to
Purchase and related documents, is available from the Information
Agent for the Offer.
About Navios Maritime Holdings Inc. Navios
Maritime Holdings Inc. owns a controlling equity stake in Navios
South American Logistics Inc., one of the largest infrastructure
and logistics companies in the Hidrovia region of South America.
For more information about Navios Holdings, please visit our
website: www.navios.com.
Cautionary Note Regarding Forward-Looking
Statements This press release contains forward-looking
statements (as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended) concerning future events and expectations
including with respect to the completion of the Offer. Although
Navios Holdings believes that the expectations reflected in such
forward-looking statements are reasonable at the time made, no
assurance can be given that such expectations will prove to have
been correct. These statements involve known and unknown risks and
are based upon a number of assumptions and estimates which are
inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of Navios Holdings. Actual
results may differ materially from those expressed or implied by
such forward-looking statements.
Navios Holdings expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in Navios Holdings’ expectations with respect thereto or any change
in events, conditions or circumstances on which any statement is
based.
Contact: Navios Maritime Holdings Inc.
+1.345.232.3067+1.212.223.7000investors@navios.com